UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 30, 2000
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OR
[]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ____________
0-17619
(Commission File Number)
American Tax Credit Properties L.P.
-----------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 13-3458875
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(State or other jurisdiction of (I.R.S. Employer
organization) Identification No.)
Richman Tax Credit Properties L.P.
599 West Putnam Avenue, 3rd floor
Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
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Securities registered pursuant to Section 12(b) of the Act:
None None
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(Title of each Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
--
Registrant has no voting stock.
Documents incorporated by reference:
Part I - pages 21 through 35 and 51 through 75 of the prospectus dated May 6,
1988, as supplemented by Supplement No. 1 and Supplement No. 2 dated August 11,
1988 and September 20, 1988, respectively, filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933.
<PAGE>
PART I
Item 1. Business
Formation
American Tax Credit Properties L.P. ("Registrant"), a Delaware limited
partnership, was formed on February 12, 1988 to invest primarily in leveraged
low-income multifamily residential complexes (the "Property" or "Properties")
which qualify for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"), through the acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties. Registrant invested
in nineteen such Properties including one Property which also qualifies for the
historic rehabilitation tax credit in accordance with Section 48(g) of the
Internal Revenue Code of 1986 (the "Historic Rehabilitation Tax Credit").
Registrant considers its activity to constitute a single industry segment.
Richman Tax Credit Properties L.P. (the "General Partner"), a Delaware limited
partnership, was formed on February 10, 1988 to act as the general partner of
Registrant. The general partners of the General Partner are Richard Paul Richman
and Richman Tax Credit Properties Inc. ("Richman Tax"), a Delaware corporation
which is wholly-owned by Richard Paul Richman. Richman Tax is an affiliate of
The Richman Group, Inc. ("Richman Group"), a Delaware corporation founded by
Richard Paul Richman in 1988.
The Amendment No. 2 to the Registration Statement on Form S-11 was filed with
the Securities and Exchange Commission (the "Commission") on April 29, 1988
pursuant to the Securities Act of 1933 under Registration Statement File No.
33-20391, and was declared effective on May 4, 1988. Reference is made to the
prospectus dated May 6, 1988, as supplemented by Supplement No. 1 and Supplement
No. 2 dated August 11, 1988 and September 20, 1988, respectively, filed with the
Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the
"Prospectus"). Pursuant to Rule 12b-23 of the Commission's General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the description of Registrant's business set forth under
the heading "Investment Objectives and Policies" at pages 51 through 75 of the
Prospectus is incorporated herein by reference.
On May 11, 1988, Registrant commenced, through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), the offering of up to 50,000 units of
limited partnership interest ("Unit") at $1,000 per Unit to investors. On August
19, 1988 and November 15, 1988, the closings for 23,603 and 17,683 Units,
respectively, took place, amounting to aggregate limited partners' capital
contributions of $41,286,000.
Competition
Pursuant to Rule 12b-23 of the Commission's General Rules and Regulations
promulgated under the Exchange Act, the description of Registrant's competition,
general risks, tax risks and partnership risks set forth under the heading "Risk
Factors" at pages 21 through 35 of the Prospectus is incorporated herein by
reference.
Employees
Registrant employs no personnel and incurs no payroll costs. All management
activities of Registrant are conducted by the General Partner. An affiliate of
the General Partner employs individuals who perform the management activities of
Registrant. This entity also performs similar services for other affiliates of
the General Partner.
Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998 and Tax and Trade Relief Extension Act of 1999
(collectively the "Tax Acts")
Registrant is organized as a limited partnership and is a "pass through" tax
entity which does not, itself, pay federal income tax. However, the partners of
Registrant who are subject to federal income tax may be affected by the Tax
Acts. Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions regarding its investments. Registrant does
not anticipate that the Tax Acts will currently have a material adverse impact
on Registrant's business operations, capital resources and plans or liquidity.
2
<PAGE>
Item 2. Properties
The executive offices of Registrant and the General Partner are located at 599
West Putnam Avenue, 3rd floor, Greenwich, Connecticut 06830. Registrant does not
own or lease any properties. Registrant pays no rent; all charges for leased
space are borne by an affiliate of the General Partner.
Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period has been fully exhausted by virtually all of the Properties as of
December 31, 1999 and will be fully exhausted by all of the Properties as of
December 31, 2000. The required holding period of each Property, in order to
avoid Low-income Tax Credit recapture, is fifteen years from the year in which
the Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The Properties must satisfy various requirements including
rent restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. Once a Local
Partnership has become eligible for the Low-income Tax Credit, it may lose such
eligibility and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit Requirements. In April 1997, B & V,
Ltd. ("B & V") suffered its final event of recapture of Low-income Tax Credits
due to a hurricane which substantially damaged the property owned by such Local
Partnership and the failure of the property to be fully-rebuilt, primarily due
to the non-performance of the insurance company and the resulting foreclosure
action taken by the lender. In May 1998, B & V Phase I, Ltd. ("B & V Phase I")
suffered an event of recapture of Low-income Tax Credits resulting from the same
hurricane and a resulting foreclosure. Due to delays in the reconstruction of
the complex, B & V Phase I was unable to comply with the terms of its agreement
with the lender. In April 1998, Erie Associates Limited Partnership ("Erie")
suffered an event of recapture as a result of a foreclosure sale directed by the
lender, due to accumulated arrearages under the terms of the mortgage (see Part
II, Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations herein).
Although Registrant generally owns a 98.9%-99% limited partnership interest
("Local Partnership Interest") in the Local Partnerships, Registrant and
American Tax Credit Properties II L.P. ("ATCP II"), a Delaware limited
partnership and an affiliate of Registrant, together, in the aggregate, own a
99% Local Partnership Interest in Santa Juanita Limited Dividend Partnership
L.P. ("Santa Juanita"); the ownership percentages of Registrant and ATCP II of
Santa Juanita are 34.64% and 64.36%, respectively.
Many of the Local Partnerships receive rental subsidy payments, including
payments under Section 8 of Title II of the Housing and Community Development
Act of 1974 ("Section 8") (see descriptions of subsidies on page 5). The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. Since October 1997, the United States Department of
Housing and Urban Development ("HUD") has issued a series of directives related
to project based Section 8 contracts that define owners' notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract. Registrant cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could adversely
affect the future net operating income and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar subsidies. Four Local
Partnerships' Section 8 contracts are currently subject to renewal under
applicable HUD guidelines.
3
<PAGE>
Item 2. Properties (continued)
<TABLE>
<CAPTION>
Mortgage loans
Name of Local Partnership Number payable as of Subsidy
Name of apartment complex of rental Capital December 31, (see
Apartment complex location units contribution 1999 footnotes)
-------------------------- --------- --------------- --------------- ----------
<S> <C> <C> <C> <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois 44 $ 501,159 $ 1,333,663 (1c)
B & V, Ltd.
Homestead Apartments
Homestead, Florida 158 2,050,795(3) --(3)
B & V Phase I, Ltd.
Gardens of Homestead
Homestead, Florida 97 140,000(3) --(3)
Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts 144 4,506,082 6,467,417 (1a)
Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey 126 6,098,990 7,655,368 (1a)
Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts 117 4,910,942 13,771,110 (1&b)
Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois 100 1,518,229 3,975,519 (1&d)
Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois 102 1,701,849 4,553,136 (1&d)
Erie Associates Limited Partnership
Erie Apartments 18 755,736(3) --(3)
Springfield, Massachusetts
Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida 164 2,832,224 5,109,836 (1a)
Golden Gates Associates
Golden Gates
Brooklyn, New York 85 879,478 4,603,071 (1b)
Grove Park Housing, A California Limited Partnership
Grove Park Apartments
Garden Grove, California 104 1,634,396 6,840,006 (1a
Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama 50 352,693 1,483,467 (1b)
</TABLE>
4
<PAGE>
Item 2. Properties (continued)
<TABLE>
<CAPTION>
Mortgage loans
Name of Local Partnership Number payable as of Subsidy
Name of apartment complex of rental Capital December 31, (see
Apartment complex location units contribution 1999 footnotes)
-------------------------- --------- --------------- --------------- ----------
<S> <C> <C> <C> <C>
Hilltop North Associates, A Virginia Limited Partnership
Hilltop North Apartments
Richmond, Virginia 160 $ 1,457,867 $ 3,249,951 (1a)
Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania 158 1,047,744 3,412,888 (1a)
Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana 110 613,499 2,320,461 (1a&d)
Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico 45 313,887(2) 1,471,761 (1a&b)
Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico 152 3,097,059 5,251,901 (1a&b)
Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana 50 289,730 1,161,679 (1a&d)
----------- -------------
$34,702,359 $ 72,661,234
=========== =============
</TABLE>
(1) Description of subsidies:
(a) Section 8 of Title II of the Housing and Community Development
Act of 1974 allows qualified low-income tenants to pay thirty
percent of their monthly income as rent with the balance paid
by the federal government.
(b) The Local Partnership's debt structure includes a principal or
interest payment subsidy.
(c) The city of Chicago Housing Authority allows qualified
low-income tenants to receive rental certificates.
(d) The Local Partnership's Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.
(2) Reflects amount attributable to Registrant only.
(3) The property was lost through lender's foreclosure. The Local
Partnership has no underlying assets and liabilities and is not
included in the combined balance sheets of the Local Partnerships as
of December 31, 1999 and 1998 in Note 5 to the financial statements.
5
<PAGE>
Item 3. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the limited partners of Registrant
during the fourth quarter of the fiscal year covered by this report.
6
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder
Matters
Market Information and Holders
There is no established public trading market for Registrant's Units.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The number of owners of Units as of June 1, 2000 was
2,360, holding 41,286 Units.
Merrill Lynch follows internal guidelines for providing estimated values of
limited partnerships and other direct investments reported on client account
statements. Pursuant to such guidelines, estimated values for limited
partnership interests reported on Merrill Lynch client account statements (such
as Registrant's Units) are provided to Merrill Lynch by independent valuation
services. These estimated values are based on financial and other information
available to the independent services (1) on the prior August 15th for reporting
on December year-end and subsequent client account statements through the
following May's month-end client account statements and (2) on March 31st for
reporting on June month-end and subsequent client account statements through the
November month-end client account statements of the same year. In addition,
Registrant may provide an estimate of value to Unit holders from time to time in
Registrant's reports to limited partners. The estimated values provided by the
independent services and Registrant, which may differ, are not market values and
Unit holders may not be able to sell their Units or realize either amount upon a
sale of their Units. In addition, Unit holders may not realize such estimated
values upon the liquidation of Registrant.
Distributions
Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties which are leveraged and receive government assistance
in various forms of rental and debt service subsidies. The distribution of cash
flow generated by the Local Partnerships may be restricted, as determined by
each Local Partnership's financing and subsidy agreements. Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its partners. There were no cash distributions to the partners
during the years ended March 30, 2000 and 1999.
Low-income Tax Credits and Historic Rehabilitation Tax Credits (together, the
"Tax Credits"), which are subject to various limitations, may be used by
partners to offset federal income tax liabilities. The Tax Credits per Unit
generated by Registrant and allocated to the limited partners for the tax years
ended December 31, 1999 and 1998 and the cumulative Tax Credits, net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
1999 are as follows:
Historic Net
Rehabilitation Low-income
Tax Credits Tax Credits
----------- -----------
Tax year ended December 31, 1999 $ -- $ 47.13
Tax year ended December 31, 1998 -- 106.36
Cumulative totals $ 71.88 $ 1,451.71
Registrant has generated total Tax Credits from investments in Local
Partnerships of approximately $1,545 per Unit through December 31, 1999, net of
circumstances which have given rise to, and notwithstanding future circumstances
which may give rise to, recapture and loss of future benefits (see Part I, Item
2 - Properties and Part II, Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations, herein). The Ten Year Credit
Period for all of the Properties will be fully exhausted as of December 31,
2000.
7
<PAGE>
Item 6. Selected Financial Data
The information set forth below presents selected financial data of Registrant.
Additional detailed financial information is set forth in the audited financial
statements included under Part II, Item 8 herein.
<TABLE>
<CAPTION>
Years Ended March 30,
-----------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Interest and other revenue $ 207,610 $ 249,174 $ 261,201 $ 259,193 $ 274,591
=========== =========== =========== =========== ===========
Equity in loss of investment
in local partnerships $(1,075,642) $(2,262,176) $(1,484,136) $(2,049,756) $(2,240,958)
=========== =========== =========== =========== ===========
Net loss $(1,370,463) $(2,543,362) $(1,684,224) $(2,384,219) $(2,425,508)
=========== =========== =========== =========== ===========
Net loss per unit of limited
partnership interest $ (32.86) $ (60.99) $ (40.39) $ (57.17) $ (58.16)
=========== =========== =========== =========== ===========
As of March 30,
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Total assets $ 4,961,826 $ 6,478,405 $ 9,011,845 $10,611,961 $13,040,183
=========== =========== =========== =========== ===========
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
Registrant admitted limited partners in two closings with aggregate limited
partners' capital contributions of $41,286,000. In connection with the offering
of the sale of units, Registrant incurred organization and offering costs of
approximately $4,781,000 and established a working capital reserve of
approximately $2,271,000. The remaining net proceeds of approximately
$34,234,000 (the "Net Proceeds") were available to be applied to the acquisition
of limited partnership interests in local partnerships (the "Local
Partnerships") which own low-income multifamily residential complexes (the
"Property" or "Properties") which qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the "Low-income Tax
Credit"); one Local Partnership owns a Property which also qualifies for the
historic rehabilitation tax credit in accordance with Section 48 (g) of the
Internal Revenue Code of 1986. Registrant has utilized the Net Proceeds in
acquiring an interest in nineteen Local Partnerships.
As of March 30, 2000, Registrant has cash and cash equivalents and investments
in bonds totaling $2,316,884, which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships. As of March 30, 2000, Registrant's investments in bonds represent
corporate bonds of $686,970, U.S. Treasury bonds of $1,342,208 and U.S.
government agency bonds of $226,343 with various maturity dates ranging from
2000 to 2007. Registrant acquired such investments in bonds with the intention
of utilizing proceeds generated by such investments to meet its annual
obligations. Future sources of Registrant funds are expected primarily from
interest earned on working capital and limited cash distributions from Local
Partnerships.
During the year ended March 30, 2000, Registrant received cash from interest
revenue, redemptions/maturities and sales of bonds and distributions from Local
Partnerships and utilized cash for operating expenses, investments in bonds and
advances to certain Local Partnerships (see Local Partnership Matters below).
Cash and cash equivalents and investments in bonds decreased, in the aggregate,
by approximately $476,000 during the year ended March 30, 2000 (which includes a
net unrealized loss on investments in bonds of approximately $138,000, the
amortization of net premium on investments in bonds of approximately $27,000 and
the accretion of zero coupon bonds of approximately $16,000). Notwithstanding
circumstances that may arise in connection with the Properties, Registrant does
not expect to realize significant gains or losses on its investments in bonds,
if any.
8
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
During the year ended March 30, 2000, the investment in local partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the year ended December 31, 1999 of $1,075,642 and cash distributions
received from Local Partnerships of $139,340 (exclusive of distributions from
Local Partnerships of $22,475 classified as other income), partially offset by
investments in Local Partnerships of $181,536. Payable to general partner in the
accompanying balance sheet as of March 30, 2000 represents accrued management
and administration fees.
Results of Operations
Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
recognized to the extent of Registrant's investment balance in each Local
Partnership. Equity in loss in excess of Registrant's investment balance in a
Local Partnership is allocated to other partners' capital in any such Local
Partnership. As a result, the reported equity in loss of investment in local
partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of the Local Partnerships reflected in Note 5 to Registrant's financial
statements include the operating results of those Local Partnerships still
operating as of the dates indicated, irrespective of Registrant's investment
balances.
Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the carrying
value is considered to exceed the estimated value derived by management (which
contemplates remaining Low-income Tax Credits and potential residual value,
among other things) ("Local Partnership Carrying Value"). Accordingly,
cumulative losses and cash distributions in excess of the investment or an
adjustment to an investment's carrying value are not necessarily indicative of
adverse operating results of a Local Partnership. See discussion below under
Local Partnership Matters regarding certain Local Partnerships currently
operating below economic break even levels.
Registrant's operations for the years ended March 30, 2000, 1999 and 1998
resulted in net losses of $1,370,463, $2,543,362 and $1,684,224, respectively.
The decrease in net loss from 1999 to 2000 is primarily attributable to a
decrease in equity in loss of investment in local partnerships of approximately
$1,187,000. The increase in net loss from 1998 to 1999 is primarily attributable
to an increase in equity in loss of investment in local partnerships of
approximately $778,000 and an increase in professional fees of approximately
$58,000. Equity in loss of investment in local partnerships has fluctuated over
the last three years as a result of (i) Registrant adjusting the Local
Partnership Carrying Value in connection with its investments in Cityside
Apartments, L.P. and Hilltop North Associates, A Virginia Limited Partnership
("Hilltop") during the year ended March 30, 1999 by $596,586 and $423,919,
respectively, (ii) losses from impairment of long-lived assets and eminent
domain proceedings in connection with B & V, Ltd. ("B & V"), B & V Phase I, Ltd.
("B & V Phase I") and Erie Associates Limited Partnership ("Erie") and (iii)
changes in the net operating losses of those Local Partnerships in which
Registrant continues to have an investment balance.
The Local Partnerships' loss from operations of approximately $3,320,000 for the
year ended December 31, 1999 includes depreciation and amortization expense of
approximately $3,868,000 and interest on non-mandatory debt of approximately
$665,000, and does not include principal payments on permanent mortgages of
approximately $724,000. The Local Partnerships' loss from operations of
approximately $3,608,000 for the year ended December 31, 1998 includes
depreciation and amortization expense of approximately $3,891,000 and interest
on non-mandatory debt of approximately $610,000, and does not include principal
payments on permanent mortgages of approximately $621,000. The Local
Partnerships' loss from operations for the year ended December 31, 1998 does not
include the gain from the extinguishment of debt of $3,171,629 in connection
with B & V Phase I and Erie, which is reflected as an extraordinary item. The
Local Partnerships' loss from operations of approximately $5,434,000 for the
year ended December 31, 1997 includes depreciation and amortization expense of
approximately $4,109,000, interest on non-mandatory debt of approximately
$690,000 and a loss from impairment of long-lived assets of approximately
$744,000, and does not include principal payments on permanent mortgages of
approximately $479,000. The Local Partnerships' loss from operations for the
year ended December 31, 1997 does not include the gain from the extinguishment
of debt of $6,441,935 in connection with B & V, which is reflected as an
extraordinary item. The results of operations of the Local Partnerships for the
year ended December 31, 1999 are not necessarily indicative of the results that
may be expected in future periods.
9
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Local Partnership Matters
Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period has been fully exhausted by virtually all of the Properties as of
December 31, 1999 and will be fully exhausted by all of the Properties as of
December 31, 2000. The required holding period of each Property, in order to
avoid Low-income Tax Credit recapture, is fifteen years from the year in which
the Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The Properties must satisfy various requirements including
rent restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. Once a Local
Partnership has become eligible for the Low-income Tax Credit, it may lose such
eligibility and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit Requirements. The Local Partnerships
have generated substantially all of the Low-income Tax Credits allocated to
limited partners as of December 31, 1999.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. Four Local Partnerships'
Section 8 contracts are currently subject to renewal under applicable HUD
guidelines.
The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments which are payable only from available cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws, regulations
and agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the year ended December 31, 1999, revenue from
operations of the Local Partnerships have generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.
Hilltop North Associates, A Virginia Limited Partnership ("Hilltop") reported an
operating deficit of approximately $176,000 for the year ended December 31,
1999. Due to ongoing operating deficits, the Local General Partner approached
Registrant concerning the funding of such deficits. The Local General Partner
advanced approximately $106,000 during 1999 and Registrant advanced
approximately $43,000. The Local General Partner has been conducting discussions
with the local housing authority and HUD in an effort to resolve what the Local
General Partner considers to be excessive tenant, maintenance and other
requirements placed on the Property by the local housing authority which have
resulted in unduly high levels of operating expenses. Payments on the mortgage
and real estate taxes are current. Registrant's investment balance in Hilltop,
after cumulative equity losses and an adjustment to the investment's carrying
value, became zero during the year ended March 30, 1999. Hilltop generated
approximately $7 per Unit per year of credits to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.
10
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
In connection with certain repairs required by the lender (the Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates Limited Partnership
("Cobbet"), MHFA drew on a then existing letter of credit in the amount of
$242,529 which had been established for the purpose of covering future operating
deficits, if any. In September 1997, Registrant provided funds to establish
collateral to secure a replacement letter of credit. Although the repairs have
been completed and Cobbet has notified MHFA of such completion, Cobbet has not
received the anticipated notice from MHFA that the default has been cured.
Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with MHFA and a second mortgage with MHFA under the State Housing
Assistance for Rental Production Program (the "SHARP Operating Loan") whereby
proceeds would be advanced monthly as an operating subsidy (the "Operating
Subsidy Payments"). The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years). However, due
to the economic condition of the Northeast region in the early 1990's, MHFA
instituted an operating deficit loan (the "ODL") program that supplemented the
scheduled reduction in the Operating Subsidy Payments. Effective October 1,
1997, MHFA announced its intention to eliminate the ODL program, such that
Cobbet no longer receives the ODL, without which Cobbet is unable to make the
full Mandatory Debt Service payments on its first mortgage. MHFA has notified
Cobbet and, to the Local General Partners' knowledge, other ODL recipients as
well, that MHFA considers such mortgages to be in default. MHFA has recently
adopted a plan to recapitalize several of the ODL program properties with funds
to be contributed from the admission of a new limited partner, and MHFA has
commissioned an institutional broker (the "Broker") to identify such a new
limited partner. However, MHFA has communicated with Cobbet (confirmed by letter
dated February 7, 2000) that Cobbet has not been included in MHFA's current
recapitalization program because Cobbet is party to a project based Section 8
contract. However, MHFA has communicated that Cobbet is free to identify a new
limited partner, independent of MHFA's process, with the intention similar to
that of the recapitalization plan. In the February 7, 2000 letter, MHFA provided
Cobbet until March 3, 2000 to notify MHFA of its desire to modify its mortgage
loan by paying the required fee (which as a practical matter would require a
recapitalization investor) and made no reference in the letter to the previous
discussion in which MHFA indicated that Cobbet could locate a separate
recapitalization investor. Cobbet has replied to MHFA, indicating its desire to
locate a recapitalization investor. The Local General Partners have contacted
the Broker, which has indicated that a private investor may be interested in a
recapitalization plan for Cobbet. If such a plan were implemented, such new
limited partner would receive a substantial portion of the annual allocation of
Cobbet's tax losses upon such partner's admission, plus cash flows and
residuals, if any. Registrant and the Local General Partners would retain a
sufficient interest in Cobbet to avoid recapture of Low-income Tax Credits.
There can be no assurance that a plan will be implemented, and if not, MHFA is
likely to retain its rights under the loan documents. The future financial
viability of Cobbet is highly uncertain. The Property's historic tax credit was
allocated in 1988 and all of the Low-income Tax Credits have been allocated
since 1989. Registrant's investment balance in Cobbet, after cumulative equity
losses, became zero during the year ended March 30, 1994. Cobbet generated
approximately $19 per Unit per year of credits to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $100,000 for the year ended December 31, 1999 due to
declining occupancy resulting from deferred unit maintenance and required
capital improvements. Registrant advanced approximately $138,000 during the year
ended March 30, 2000, and it is expected that Registrant will make additional
advances to make needed capital improvements to the property in an effort to
achieve stabilized occupancy. Payments on the mortgage and real estate taxes are
current. Registrant's investment balance in South Drexel, after cumulative
equity losses, became zero during the year ended March 30, 1996. South Drexel
will have generated approximately $2 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 2000.
Inflation
Inflation is not expected to have a material adverse impact on Registrant's
operations during its period of ownership of the Local Partnership Interests.
11
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Year 2000
Registrant successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.
Item 7A. Quantitative and Qualitative Disclosure Above Market Risk
Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.
12
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 8. Financial Statements and Supplementary Data
Table of Contents
Page
----
Independent Auditors' Report................................................14
Balance Sheets..............................................................15
Statements of Operations....................................................16
Statements of Changes in Partners' Equity (Deficit).........................17
Statements of Cash Flows....................................................18
Notes to Financial Statements...............................................20
No financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.
13
<PAGE>
Independent Auditors' Report
To the Partners
American Tax Credit Properties L.P.
We have audited the accompanying balance sheets of American Tax Credit
Properties L.P. as of March 30, 2000 and 1999, and the related statements of
operations, changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended March 30, 2000. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American Tax Credit
Properties L.P. as of March 30, 2000 and 1999, and the results of its operations
and its cash flows for each of the three years in the period ended March 30,
2000, in conformity with generally accepted accounting principles.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
May 26, 2000
14
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
MARCH 30, 2000 AND 1999
<TABLE>
<CAPTION>
Notes 2000 1999
-------- --------- ----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents 3,9 $ 61,363 $ 86,232
Investments in bonds 4,5,9 2,255,521 2,706,269
Investment in local partnerships 5,8 2,595,453 3,628,899
Interest receivable 9 49,489 57,005
----------- -----------
$ 4,961,826 $ 6,478,405
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses 8 $ 52,548 $ 91,698
Payable to general partner and affiliates 6,8 74,659 43,861
----------- -----------
127,207 135,559
----------- -----------
Commitments and contingencies 5,8
Partners' equity (deficit) 2,4
General partner (318,046) (304,341)
Limited partners (41,286 units of limited partnership interest
outstanding) 5,083,367 6,440,125
Accumulated other comprehensive income, net 69,298 207,062
----------- -----------
4,834,619 6,342,846
----------- -----------
$ 4,961,826 $ 6,478,405
=========== ===========
</TABLE>
See Notes to Financial Statements.
15
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
Notes 2000 1999 1998
----- ----------- ----------- -----------
<S> <C> <C> <C>
REVENUE
Interest $ 185,135 $ 225,936 $ 241,201
Other income from local partnerships 22,475 23,238 20,000
----------- ----------- -----------
TOTAL REVENUE 207,610 249,174 261,201
----------- ----------- -----------
EXPENSES
Administration fees 8 183,723 183,723 183,723
Management fee 6,8 175,466 175,466 175,466
Professional fees 103,141 133,265 75,063
Printing, postage and other 40,101 37,906 27,037
----------- ----------- -----------
TOTAL EXPENSES 502,431 530,360 461,289
----------- ----------- -----------
Loss from operations (294,821) (281,186) (200,088)
Equity in loss of investment in local partnerships 5 (1,075,642) (2,262,176) (1,484,136)
----------- ----------- -----------
NET LOSS (1,370,463) (2,543,362) (1,684,224)
Other comprehensive income (loss) 4 (137,764) (26,376) 119,945
----------- ----------- -----------
COMPREHENSIVE LOSS $(1,508,227) $(2,569,738) $(1,564,279)
=========== =========== ===========
NET LOSS ATTRIBUTABLE TO 2
General partner $ (13,705) $ (25,434) $ (16,842)
Limited partners (1,356,758) (2,517,928) (1,667,382)
----------- ----------- -----------
$(1,370,463) $(2,543,362) $(1,684,224)
=========== =========== ===========
NET LOSS per unit of limited partnership
interest (41,286 units of limited partnership interest) $ (32.86) $ (60.99) $ (40.39)
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
16
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive
General Limited Income (Loss),
Partner Partners Net Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Partners' equity (deficit), March 30, 1997 $ (262,065) $ 10,625,435 $ 113,493 $ 10,476,863
Net loss (16,842) (1,667,382) (1,684,224)
Other comprehensive income, net 119,945 119,945
------------ ------------ ------------ ------------
Partners' equity (deficit), March 30, 1998 (278,907) 8,958,053 233,438 8,912,584
Net loss (25,434) (2,517,928) (2,543,362)
Other comprehensive loss, net (26,376) (26,376)
------------ ------------ ------------ ------------
Partners' equity (deficit), March 30, 1999 (304,341) 6,440,125 207,062 6,342,846
Net loss (13,705) (1,356,758) (1,370,463)
Other comprehensive loss, net (137,764) (137,764)
------------ ------------ ------------ ------------
Partners' equity (deficit), March 30, 2000 $ (318,046) $ 5,083,367 $ 69,298 $ 4,834,619
============ ============ ============ ============
</TABLE>
See Notes to Financial Statements.
17
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 212,384 $ 244,449 $ 263,267
Cash paid for
administration fees (160,665) (183,723) (183,723)
management fee (175,466) (175,466) (175,466)
professional fees (136,751) (96,965) (99,428)
printing, postage and other expenses (37,901) (37,908) (38,509)
--------- --------- ---------
Net cash used in operating activities (298,399) (249,613) (233,859)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions and other income from local partnerships 161,815 23,238 37,500
Investment in local partnerships (181,536) (10,533)
Investments in bonds (includes accrued interest of $0, $386 and
$1,301) (260,814) (257,217) (257,559)
Maturity/redemption and sale of bonds 550,810 184,990 568,432
--------- --------- ---------
Net cash provided by (used in) investing activities 273,530 (52,586) 338,182
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (24,869) (302,199) 104,323
Cash and cash equivalents at beginning of year 86,232 388,431 284,108
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 61,363 $ 86,232 $ 388,431
========= ========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds, net $(137,764) $ (26,376) $ 119,945
========= ========= =========
</TABLE>
See reconciliation of net loss to net cash used in operating activities on page
19.
See Notes to Financial Statements.
18
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
YEARS ENDED MARCH 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES
Net loss $(1,370,463) $(2,543,362) $(1,684,224)
Adjustments to reconcile net loss to net cash used in operating
activities
Equity in loss of investment in local partnerships 1,075,642 2,262,176 1,484,136
Loss on redemption and sale of bonds 8,596
Distributions from local partnerships classified as other income (22,475) (23,238) (20,000)
Amortization of net premium on investments in bonds 27,461 37,667 28,576
Accretion of zero coupon bonds (16,324) (16,279) (15,783)
Decrease (increase) in interest receivable 7,516 (2,875) 9,273
Increase (decrease) in accounts payable and accrued expenses (39,150) 36,298 (35,837)
Increase in due to general partner and affiliates 30,798
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES $ (298,399) $ (249,613) $ (233,859)
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
19
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000, 1999 and 1998
1. Organization, Purpose and Summary of Significant Accounting Policies
American Tax Credit Properties L.P. (the "Partnership") was formed on
February 12, 1988 and the Certificate of Limited Partnership of the
Partnership was filed under the Delaware Revised Uniform Limited
Partnership Act. There was no operating activity until admission of the
limited partners on August 19, 1988. The Partnership was formed to invest
primarily in leveraged low-income multifamily residential complexes (the
"Property" or "Properties") which qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the "Low-income
Tax Credit"), through the acquisition of limited partnership equity
interests (the "Local Partnership Interests") in partnerships (the "Local
Partnership" or "Local Partnerships") that are the owners of the
Properties. The Partnership has invested in one Property which also
qualifies for the historic rehabilitation tax credit in accordance with
Section 48(g) of the Internal Revenue Code of 1986. Richman Tax Credit
Properties L.P. (the "General Partner") was formed on February 10, 1988 to
act as a general partner of the Partnership.
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of accounting
for both financial reporting and tax purposes. For financial reporting
purposes, the Partnership's fiscal year ends March 30 and its quarterly
periods end June 29, September 29 and December 30. The Local Partnerships
have a calendar year for financial reporting purposes. The Partnership and
the Local Partnerships each have a calendar year for income tax purposes.
Investment in Local Partnerships
The Partnership accounts for its investment in local partnerships in
accordance with the equity method of accounting, under which the investment
is carried at cost and is adjusted for the Partnership's share of each
Local Partnership's results of operations and by cash distributions
received. Equity in loss of each investment in Local Partnership allocated
to the Partnership is recognized to the extent of the Partnership's
investment balance in each Local Partnership. Equity in loss in excess of
the Partnership's investment balance in a Local Partnership is allocated to
other partners' capital in any such Local Partnership. Previously
unrecognized equity in loss of any Local Partnership is recognized in the
fiscal year in which equity in income is earned by such Local Partnership
or additional investment is made by the Partnership. Distributions received
subsequent to the elimination of an investment balance for any such
investment in a Local Partnership are recorded as other income from local
partnerships.
The Partnership regularly assesses the carrying value of its investment in
local partnerships. If the carrying value is considered to exceed the
estimated value derived by management (which contemplates remaining
Low-income Tax Credits and potential residual value, among other things),
the Partnership reduces its investment in any such Local Partnership and
includes such reduction in equity in loss of investment in local
partnerships.
Advances made to Local Partnerships are recorded as investments in local
partnerships. Such advances are considered by the Partnership to be
voluntary loans to the respective Local Partnerships and the Partnership
may be reimbursed at a future date to the extent such Local Partnerships
generate distributable cash flow or receive proceeds from sale or
refinancing.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments purchased with an
original maturity of three months or less at the date of acquisition to be
cash equivalents. Cash and cash equivalents are stated at cost which
approximates market value.
20
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
1. Organization, Purpose and Summary of Significant Accounting Policies
(continued)
Investments in Bonds
Investments in bonds are classified as available-for-sale and represent
investments that the Partnership intends to hold for an indefinite period
of time but not necessarily to maturity. Any decision to sell an investment
would be based on various factors, including significant movements in
interest rates and liquidity needs. Investments in bonds are carried at
estimated fair value and unrealized gains or losses are included as items
of comprehensive income (loss) and are reported as a separate component of
partners' equity (deficit).
Premiums and discounts on investments in bonds are amortized (accreted)
using the straight-line method over the life of the investment. Amortized
premiums offset interest revenue, while the accretion of discounts and zero
coupon bonds are included in interest revenue. Realized gain (loss) on
redemption or sale of investments in bonds are included in, or offset
against, interest revenue on the basis of the adjusted cost of each
specific investment redeemed or sold.
Income Taxes
No provision for income taxes has been made because all income, losses and
tax credits are allocated to the partners for inclusion in their respective
tax returns. In accordance with Statement of Financial Accounting Standard
("SFAS") No. 109, "Accounting for Income Taxes," the Partnership has
included in Note 7 disclosures related to differences in the book and tax
bases of accounting.
2. Capital Contributions
On May 11, 1988, the Partnership commenced the offering of units (the
"Units") through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Selling Agent"). On August 19, 1988 and November 15, 1988, under the terms
of the Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement"), the General Partner admitted
limited partners to the Partnership in two closings. At these closings,
subscriptions for a total of 41,286 Units representing $41,286,000 in
limited partners' capital contributions were accepted. In connection with
the offering of Units, the Partnership incurred organization and offering
costs of $4,781,252, of which $75,000 was capitalized as organization costs
and $4,706,252 was charged to the limited partners' equity as syndication
costs. The Partnership received a capital contribution of $100 from the
General Partner.
Net loss is allocated 99% to the limited partners and 1% to the General
Partner in accordance with the Partnership Agreement.
3. Cash and Cash Equivalents
As of March 30, 2000, the Partnership has $61,363 in cash and cash
equivalents which are deposited in interest-bearing accounts with an
institution which is not insured by the Federal Deposit Insurance
Corporation.
21
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
4. Investments in Bonds
The Partnership carries its investments in bonds as available-for-sale
because such investments are used to facilitate and provide flexibility for
the Partnership's obligations, including resolving circumstances that may
arise in connection with the Local Partnerships. Such bonds include
$256,559 restricted in connection with a Local Partnership's outstanding
letter of credit (see Note 8). Investments in bonds are reflected in the
accompanying balance sheets at estimated fair value.
As of March 30, 2000, certain information concerning investments in bonds
is as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Corporate debt securities
After one year through five years $ 354,221 $ 2,132 $ (1,648) $ 354,705
After five years through ten years 337,440 120 (5,295) 332,265
----------- ----------- ----------- -----------
691,661 2,252 (6,943) 686,970
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 257,000 -- (441) 256,559
After one year through five years 991,288 94,361 -- 1,085,649
----------- ----------- ----------- -----------
1,248,288 94,361 (441) 1,342,208
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 246,274 -- (19,931) 226,343
----------- ----------- ----------- -----------
$ 2,186,223 $ 96,613 $ (27,315) $ 2,255,521
=========== =========== =========== ===========
</TABLE>
22
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
4. Investments in Bonds (continued)
As of March 30, 1999, certain information concerning investments in bonds is as
follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost Gains losses fair value
------------------------ ---- ----- ------ ----------
<S> <C> <C> <C> <C>
Corporate debt securities
Within one year $ 15,000 $ 66 $ -- $ 15,066
After one year through five years 262,268 15,986 -- 278,254
After five years through ten years 652,680 23,812 -- 676,492
After ten years 74,212 -- (1,401) 72,811
----------- ----------- ----------- -----------
1,004,160 39,864 (1,401) 1,042,623
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 257,000 801 -- 257,801
After one year through five years 824,368 129,483 -- 953,851
After five years through ten years 183,729 39,210 -- 222,939
----------- ----------- ----------- -----------
1,265,097 169,494 -- 1,434,591
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 229,950 -- (895) 229,055
----------- ----------- ----------- -----------
$ 2,499,207 $ 209,358 $ (2,296) $ 2,706,269
=========== =========== =========== ===========
</TABLE>
23
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships
As of March 30, 2000, the Partnership owns a limited partnership interest
in the following Local Partnerships:
1. 4611 South Drexel Limited Partnership ("South Drexel");
2. Blue Hill Housing Limited Partnership;
3. Cityside Apartments, L.P. ("Cityside");*
4. Cobbet Hill Associates Limited Partnership ("Cobbet");*
5. Dunbar Limited Partnership;
6. Dunbar Limited Partnership No. 2;
7. Federal Apartments Limited Partnership;
8. Golden Gates Associates;
9. Grove Park Housing, A California Limited Partnership;
10. Gulf Shores Apartments Ltd.;
11. Hilltop North Associates, A Virginia Limited Partnership ("Hilltop");
12. Madison-Bellefield Associates;
13. Pine Hill Estates Limited Partnership;
14. Santa Juanita Limited Dividend Partnership L.P. ("Santa Juanita");
15. Vista del Mar Limited Dividend Partnership L.P.; and
16. Winnsboro Homes Limited Partnership.
* An affiliate of the General Partner is a general partner of and/or
provides services to the Local Partnership.
Although the Partnership generally owns a 98.9%-99% limited partnership
interest in the Local Partnerships, the Partnership and American Tax Credit
Properties II L.P. ("ATCP II"), a Delaware limited partnership and an
affiliate of the Partnership, together, in the aggregate, own a 99% Local
Partnership Interest in Santa Juanita; the ownership percentages of the
Partnership and ATCP II of Santa Juanita are 34.64% and 64.36%,
respectively.
The Properties are principally comprised of subsidized and leveraged
low-income multifamily residential complexes located throughout the United
States and Puerto Rico. The required holding period of each Property, in
order to avoid Low-income Tax Credit recapture, is fifteen years from the
year in which the Low-income Tax Credits commence on the last building of
the Property (the "Compliance Period"). The rents of the Properties are
controlled by federal and state agencies pursuant to applicable laws and
regulations. Under the terms of each of the Local Partnership's partnership
agreements, the Partnership made capital contributions in the aggregate
amount of $34,702,359, which includes advances to certain Local
Partnerships. As of December 31, 1999, the Local Partnerships have
outstanding mortgage loans payable totaling approximately $72,661,000 and
accrued interest payable on such loans totaling approximately $3,921,000,
which are secured by security interests and liens common to mortgage loans
on the Local Partnerships' real property and other assets.
Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership (see Note
1). The amount of such excess losses applied to other partners' capital was
$2,187,634, $2,305,457 and $3,864,303 for the years ended December 31,
1999, 1998 and 1997, respectively, as reflected in the combined statements
of operations of the Local Partnerships reflected herein Note 5.
As a result of management's assessment of the carrying value of the
investment in local partnerships under applicable accounting guidelines
(see Note 1), the Partnership reduced its investment in Cityside and
Hilltop during the year ended March 30, 1999 by $596,586 and $423,919,
respectively. Such losses are included in equity in loss of investment in
local partnerships in the accompanying statement of operations of the
Partnership for the year ended March 30, 1999.
24
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of December 31,
1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,459,390 $ 950,402
Rents receivable 301,752 158,840
Escrow deposits and reserves 3,044,082 2,902,738
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated depreciation of
$40,669,508 and $36,919,031) 65,367,834 68,839,045
Intangible assets (net of accumulated amortization of $647,133 and
$ 581,155) 1,697,780 1,752,259
Other 829,251 717,846
------------ ------------
$ 76,550,150 $ 79,171,191
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,436,510 $ 1,012,318
Due to related parties 5,238,017 5,102,192
Mortgage loans 72,661,234 73,082,152
Notes payable 1,086,384 1,103,781
Accrued interest 3,920,983 3,396,688
Other 318,438 311,163
------------ ------------
84,661,566 84,008,294
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 33,975,428 33,929,447
Cumulative loss (30,376,910) (29,301,268)
------------ ------------
3,598,518 4,628,179
------------ ------------
General partners and other limited partners, including ATCP II
Capital contributions, net of distributions 509,267 509,267
Cumulative loss (12,219,201) (9,974,549)
------------ ------------
(11,709,934) (9,465,282)
------------ ------------
(8,111,416) (4,837,103)
------------ ------------
$ 76,550,150 $ 79,171,191
============ ============
</TABLE>
25
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the
years ended December 31, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
REVENUE
Rental $ 15,461,096 $ 15,316,870 $ 16,012,453
Interest and other 381,424 288,163 288,937
------------ ------------ ------------
Total Revenue 15,842,520 15,605,033 16,301,390
------------ ------------ ------------
EXPENSES
Administrative 2,435,123 2,344,916 2,425,249
Utilities 1,264,440 1,289,871 1,343,714
Operating, maintenance and other 3,327,289 3,428,628 3,672,948
Taxes and insurance 1,770,920 1,815,618 1,937,491
Financial (including amortization of $65,978
$75,679 and $76,677) 6,563,484 6,519,143 7,579,627
Depreciation 3,801,558 3,815,106 4,032,607
Loss from impairment of long-lived assets 744,126
------------ ------------ ------------
TOTAL EXPENSES 19,162,814 19,213,282 21,735,762
------------ ------------ ------------
LOSS FROM OPERATIONS BEFORE
EXTRAORDINARY ITEM (3,320,294) (3,608,249) (5,434,372)
Extraordinary gain on extinguishment of debt 3,171,629 6,441,935
------------ ------------ ------------
NET INCOME (LOSS) $ (3,320,294) $ (436,620) $ 1,007,563
============ ============ ============
NET INCOME (LOSS) ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ (1,075,642) $ (1,241,671) $ (1,484,136)
General partners and other limited
partners, including ATCP II, which
includes specially allocated items of net
revenue to certain general partners of
$8,273, $2,905,824 and $6,763,705, and
$2,187,634, $2,305,457 and $3,864,303
of Partnership loss in excess of investment (2,244,652) 805,051 2,491,699
------------ ------------ ------------
$ (3,320,294) $ (436,620) $ 1,007,563
============ ============ ============
</TABLE>
26
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
Investment activity with respect to each Local Partnership for the year
ended March 30, 2000 is as follows:
<TABLE>
<CAPTION>
Cash
Cash distributions
Investment in Partnership's distributions classified as Investment in
Local Investments equity in received other income Local
Partnership during the year loss for the during the during the Partnership
balance as of ended year ended year ended year ended balance as of
March 30, March 30, December 31, March 30, March 30, March 30,
Name of Local Partnership 1999 2000 1999 2000 2000 2000
------------------------- ----------- ----------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
4611 South Drexel Limited
Partnership $ -- $ 138,193 $ (138,193)(2) $ -- $ -- $ --
Blue Hill Housing Limited
Partnership 1,702,762 -- (139,183) (134,340) -- 1,429,239
Cityside Apartments, L.P. 805,694 -- (415,813) -- -- 389,881
Cobbet Hill Associates Limited
Partnership -- -- --(1) -- -- --
Dunbar Limited Partnership -- -- --(1) (2,500) 2,500 --
Dunbar Limited Partnership No. 2 -- -- --(1) (2,500) 2,500 --
Federal Apartments Limited
Partnership -- -- --(1) (2,500) 2,500 --
Golden Gates Associates -- -- --(1) -- -- --
Grove Park Housing, A
California Limited
Partnership -- -- --(1) -- -- --
Gulf Shores Apartments Ltd. -- -- --(1) (2,475) 2,475 --
Hilltop North Associates, A
Virginia Limited Partnership -- 43,343 (43,343)(2) -- -- --
Madison-Bellefield
Associates 668,494 -- (56,700) (5,000) -- 606,794
Pine Hill Estates Limited
Partnership -- -- --(1) (10,000) 10,000 --
Santa Juanita Limited
Dividend Partnership L.P. 97,313 -- (17,257) -- -- 80,056
Vista del Mar Limited Dividend
Partnership L.P. 354,636 -- (265,153) -- -- 89,483
Winnsboro Homes Limited
Partnership -- -- --(1) (2,500) 2,500 --
----------- ----------- ------------- ----------- ----------- -----------
$ 3,628,899 $ 181,536 $ (1,075,642) $ (161,815) $ 22,475 $ 2,595,453
=========== =========== ============= =========== =========== ===========
</TABLE>
(1) Additional equity in loss of investment is not allocated to the Partnership
until equity in income is earned or additional investment is made by the
Partnership.
(2) The Partnership's equity in loss of an investment in a Local Partnership is
limited to the remaining investment balance.
27
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
Investment activity with respect to each Local Partnership for the year
ended March 30, 1999 is as follows:
<TABLE>
<CAPTION>
Cash
Cash distributions
Investment in Partnership's Adjustment distributions classified as Investment in
Local equity in loss to carrying received other income Local
Partnership for the year value during the during the during the Partnership
balance as of ended year ended year ended year ended balance as of
March 30, December 31, March 30, March 30, March 30, March 30,
1998 1998 1999 1999 1999 1999
-------------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Name of Local Partnership
4611 South Drexel Limited
Partnership $ -- $ --(1) $ -- $ -- $ -- $ --
Blue Hill Housing Limited
Partnership 1,808,884 (106,122) -- -- -- 1,702,762
Cityside Apartments, L.P. 1,977,733 (575,453) (596,586)(2) -- -- 805,694
Cobbet Hill Associates Limited
Partnership -- --(1) -- -- -- --
Dunbar Limited Partnership -- --(1) -- -- -- --
Dunbar Limited Partnership No. 2 -- --(1) -- -- -- --
Erie Associates Limited
Partnership -- --(1) -- (8,263) 8,263 --
Federal Apartments Limited
Partnership -- --(1) -- -- -- --
Golden Gates Associates -- --(1) -- -- -- --
Grove Park Housing, A
California Limited
Partnership -- --(1) -- -- -- --
Gulf Shores Apartments Ltd. -- --(1) -- (2,475) 2,475 --
Hilltop North Associates, A
Virginia Limited Partnership 600,108 (176,189) (423,919)(2) -- -- --
Madison-Bellefield Associates 704,748 (36,254) -- -- -- 668,494
Pine Hill Estates Limited
Partnership -- --(1) -- (10,000) 10,000 --
Santa Juanita Limited Dividend
Partnership L.P. 112,378 (15,065) -- -- -- 97,313
Vista del Mar Limited Dividend
Partnership L.P. 687,224 (332,588) -- -- -- 354,636
Winnsboro Homes Limited
Partnership -- --(1) -- (2,500) 2,500 --
-------------- ----------- ----------- ----------- ----------- -------------
$ 5,891,075 $(1,241,671) $(1,020,505) $ (23,238) $ 23,238 $ 3,628,899
============== =========== =========== =========== =========== =============
</TABLE>
(1) Additional equity in loss of investment is not allocated to the Partnership
until equity in income is earned or additional investment is made by the
Partnership.
(2) The Partnership has adjusted the investment's carrying value in accordance
with applicable accounting guidelines.
28
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
Property information for each Local Partnership as of December 31, 1999 is
as follows:
<TABLE>
<CAPTION>
Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
4611 South Drexel Limited Partnership $ 1,333,663 $ 64,408 $ 1,756,833 $ (615,883)
Blue Hill Housing Limited Partnership 6,467,417 111,325 10,943,332 (3,951,874)
Cityside Apartments, L.P. 7,655,368 131,591 13,785,799 (5,183,625)
Cobbet Hill Associates Limited Partnership 13,771,110 504,683 16,130,245 (6,547,220)
Dunbar Limited Partnership 3,975,519 117,126 5,854,817 (2,234,201)
Dunbar Limited Partnership No. 2 4,553,136 131,920 6,521,937 (2,566,708)
Federal Apartments Limited Partnership 5,109,836 279,750 8,414,835 (3,309,627)
Golden Gates Associates 4,603,071 29,585 5,821,145 (2,419,692)
Grove Park Housing, A California Limited Partnership 6,840,006 956,952 7,676,667 (2,823,568)
Gulf Shores Apartments Ltd. 1,483,467 172,800 1,750,427 (727,502)
Hilltop North Associates, A Virginia Limited Partnership
3,249,951 240,514 4,960,718 (1,564,759)
Madison-Bellefield Associates 3,412,888 245,000 5,648,983 (2,293,800)
Pine Hill Estates Limited Partnership 2,320,461 40,000 3,899,805 (1,491,934)
Santa Juanita Limited Dividend Partnership L.P. 1,471,761 228,718 2,348,638 (848,428)
Vista del Mar Limited Dividend Partnership L.P. 5,251,901 565,689 8,705,439 (3,421,150)
Winnsboro Homes Limited Partnership 1,161,679 30,000 1,817,722 (669,537)
------------- ------------- ------------- -------------
$ 72,661,234 $ 3,850,061 $ 106,037,342 $ (40,669,508)
============= ============= ============= =============
Property information for each Local Partnership as of December 31, 1998 is as
follows:
<CAPTION>
Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
------------------------- ------------- ------------- ------------- -------------
<C> <C> <C> <C> <C>
4611 South Drexel Limited Partnership $ 1,348,852 $ 64,408 $ 1,756,833 $ (552,068)
Blue Hill Housing Limited Partnership 6,498,779 111,325 10,930,375 (3,687,040)
Cityside Apartments, L.P. 7,732,846 131,591 13,785,799 (4,681,381)
Cobbet Hill Associates Limited Partnership 13,652,326 504,683 16,089,978 (5,947,859)
Dunbar Limited Partnership 3,987,468 117,126 5,738,685 (2,016,632)
Dunbar Limited Partnership No. 2 4,566,461 131,920 6,480,819 (2,326,149)
Federal Apartments Limited Partnership 5,184,018 279,750 8,459,690 (3,010,387)
Golden Gates Associates 4,622,936 29,585 5,821,145 (2,210,618)
Grove Park Housing, A California Limited Partnership 6,872,589 956,952 7,676,667 (2,544,448)
Gulf Shores Apartments Ltd. 1,486,787 172,800 1,750,427 (665,975)
Hilltop North Associates, A Virginia Limited Partnership
3,281,463 240,514 4,923,732 (1,419,973)
Madison-Bellefield Associates 3,499,704 245,000 5,610,744 (2,048,792)
Pine Hill Estates Limited Partnership 2,375,040 40,000 3,892,369 (1,332,579)
Santa Juanita Limited Dividend Partnership L.P. 1,494,484 228,718 2,329,619 (770,901)
Vista del Mar Limited Dividend Partnership L.P. 5,290,711 565,689 8,700,543 (3,104,217)
Winnsboro Homes Limited Partnership 1,187,688 30,000 1,810,651 (600,012)
------------- ------------- ------------- -------------
$ 73,082,152 $ 3,850,061 $ 105,758,076 $ (36,919,031)
============= ============= ============= =============
</TABLE>
29
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
The summary of property activity during the year ended December 31, 1999 is
as follows:
<TABLE>
<CAPTION>
Net change
Balance as of during the year ended Balance as of
December 31, 1998 December 31, 1999 December 31, 1999
----------------- ----------------- -----------------
<S> <C> <C> <C>
Land $ 3,850,061 $ -- $ 3,850,061
Buildings and improvements 105,758,076 279,266 106,037,342
------------- ------------- -------------
109,608,137 279,266 109,887,403
Accumulated depreciation (36,919,031) (3,750,477) (40,669,508)
------------- ------------- -------------
$ 72,689,106 $ (3,471,211) $ 69,217,895
============= ============= =============
</TABLE>
In December 1988, the Partnership acquired a 99% limited partnership
interest in B & V, Ltd. ("B & V"), which owned a 190-unit complex located
in Homestead, Florida. In August 1992, much of Homestead, Florida was
devastated by Hurricane Andrew and the Property owned by B & V sustained
substantial damage. The damage to the complex was covered by property
insurance and B & V was covered by rental interruption insurance. It was
the intention of the Local General Partner to reconstruct the complex, and
thus preserve the Low-income Tax Credits. However, delays in the rebuilding
of the complex occurred due to significant disagreements with the insurance
company concerning selection of the contractor and the costs to rebuild the
complex. In addition, the insurance carrier ceased making rental
interruption insurance payments and subsequently the lender declared a
default. While conducting repairs, which included completing 52 rental
units which were placed in service, B & V was unable to make required
mortgage payments, but undertook significant litigious efforts to effect a
workout with the lender and cause the insurance company and contractor to
perform under their obligations to rebuild the complex, which included
reorganization plans, bankruptcy proceedings, binding arbitration and
voluntary nonbinding mediation. Despite such efforts, the complex lost 32
rental units pursuant to a quick-take eminent domain proceeding in April
1996, resulting in the recognition by B & V of a loss from impairment of
long-lived assets and eminent domain proceeding of approximately
$4,808,000. The remainder of the complex was ultimately lost in April 1997
when the Bankruptcy Court ordered title transfer of the Property, resulting
in the recognition by B & V of a gain on the extinguishment of debt of
$6,441,935. The Partnership's investment balance in B & V, after cumulative
equity losses, became zero during the year ended March 30, 1995, therefore
the aforementioned gain and losses had no impact on the financial position,
results of operations or cash flows of the Partnership.
B & V Phase I, Ltd. ("B & V Phase I"), owned a 97-unit, Section 8 assisted
apartment complex located in Homestead, Florida. Prior to the Partnership's
investment during the year ended March 30, 1995, B & V Phase I was damaged
by Hurricane Andrew in August 1992. Since May 1, 1996, all 97 of the rental
units were complete and occupied. Pursuant to an agreement with the lender,
B & V Phase I was to commence paying debt service in January 1995 which was
to coincide with the completion of construction. However, due to
construction delays, B & V Phase I had not commenced making such payments.
The lender declared a default under the terms of the mortgage and, on
December 9, 1996 the lender commenced a foreclosure action. After pursuing
various legal efforts which were ultimately unsuccessful because
alternative sources of financing could not be secured, the property was
transferred to the lender in May 1998. As a result, the combined balance
sheet of the Local Partnerships as of December 31, 1998 and the combined
statement of operations of the Local Partnerships for the year then ended
presented herein Note 5 do not include the assets and liabilities and
results of operations of B & V Phase I with the exception of an
extraordinary gain recognized on the extinguishment of debt in the amount
of $2,467,526. The Partnership's investment balance in B & V Phase I, after
cumulative equity losses, became zero during the year ended March 30, 1995,
therefore the aforementioned transfer had no effect on the financial
position, results of operations or cash flows of the Partnership.
30
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
5. Investment in Local Partnerships (continued)
Erie Associates Limited Partnership ("Erie"), which was in the tenth year
of the Low-income Tax Credit period, was subject to an amended and restated
note (the "Amended Note") dated December 1, 1994 (which matured on December
1, 1997) and was entitled to a project-based rental subsidy under Chapter
707 of the Acts of 1966 of the Commonwealth of Massachusetts. The original
financing called for mandatory debt service of $7,647 per month, while the
Amended Note required monthly mandatory debt service of $5,883. The Local
General Partners had reported that Erie was several months in arrears under
the terms of the Amended Note, that a default was declared by the lender
and that discussions were being held with the lender. While negotiations
were ongoing, the lender conducted a foreclosure sale of the property in
April 1998. The Partnership made an offer to repurchase the property and
acquire the Amended Note in order to avoid adverse tax consequences but was
ultimately unsuccessful. As a result, the combined balance sheet of the
Local Partnerships as of December 31, 1998 and the combined statement of
operations of the Local Partnerships for the year then ended presented
herein Note 5 do not include the assets and liabilities and results of
operations of Erie with the exception of an extraordinary gain recognized
on the extinguishment of debt in the amount of $704,103. The combined
statement of operations of the Local Partnerships for the year ended
December 31, 1997 includes a loss from impairment of long-lived assets of
$744,126, which represents an adjustment of the real property of Erie. The
Partnership's investment balance in Erie, after cumulative equity losses,
became zero during the year ended March 30, 1998, therefore the
aforementioned transfer had no effect on the financial position, results of
operations or cash flows of the Partnership.
Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
second mortgage with MHFA under the State Housing Assistance for Rental
Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy
Payments"). The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years). However,
due to the economic condition of the Northeast region in the early 1990's,
MHFA instituted an operating deficit loan (the "ODL") program which
supplemented the scheduled reduction in the Operating Subsidy Payments.
Effective October 1, 1997, MHFA announced its intention to eliminate the
ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full mandatory debt service payments on its
first mortgage. MHFA has notified Cobbet and, to the Local General
Partners' knowledge, other ODL recipients as well, that MHFA considers such
mortgages to be in default. MHFA has recently adopted a plan to
recapitalize several of the ODL program properties with funds to be
contributed from the admission of a new limited partner, and MHFA has
commissioned an institutional broker (the "Broker") to identify such a new
limited partner. However, MHFA has communicated with Cobbet (confirmed by
letter dated February 7, 2000) that Cobbet has not been included in MHFA's
current recapitalization program because Cobbet is party to a project based
Section 8 contract. However, MHFA has communicated that Cobbet is free to
identify a new limited partner, independent of MHFA's process, with the
intention similar to that of the recapitalization plan. In the February 7,
2000 letter, MHFA provided Cobbet until March 3, 2000 to notify MHFA of its
desire to modify its mortgage loan by paying the required fee (which as a
practical matter would require a recapitalization investor) and made no
reference in the letter to the previous discussion in which MHFA indicated
that Cobbet could locate a separate recapitalization investor. Cobbet has
replied to MHFA, indicating its desire to locate a recapitalization
investor. The Local General Partners have contacted the Broker, which has
indicated that a private investor may be interested in a recapitalization
plan for Cobbet. If such a plan were implemented, such new limited partner
would receive a substantial portion of the annual allocation of Cobbet's
tax losses upon such partner's admission, plus cash flows and residuals, if
any. The Partnership and the Local General Partners would retain a
sufficient interest in Cobbet to avoid recapture of Low-income Tax Credits.
There can be no assurance that a plan will be implemented, and if not, MHFA
is likely to retain its rights under the loan documents. The Partnership's
investment balance in Cobbet, after cumulative equity losses, became zero
during the year ended March 30, 1994.
The Partnership advanced $138,193 during the year ended March 30, 2000 to
South Drexel to fund an operating deficit which includes making necessary
capital improvements to the property. The advance has been recorded as
investment in local partnerships in the accompanying balance sheet as of
March 30, 2000.
The Partnership advanced $43,343 during the year ended March 30, 2000 to
Hilltop to fund an operating deficit which includes making necessary
capital improvements to the property. The advance has been recorded as
investment in local partnerships in the accompanying balance sheet as of
March 30, 2000.
31
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 and 1998
6. Transactions with General Partner and Affiliates
For the years ended March 30, 2000, 1999 and 1998, the Partnership paid
and/or incurred the following amounts to the General Partner and/or
affiliates in connection with services provided to the Partnership:
<TABLE>
<CAPTION>
2000 1999 1998
------------------- ------------------- -------------------
Paid Incurred Paid Incurred Paid Incurred
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Management fee (see Note 8) $175,466 $175,466 $175,466 $175,466 $175,466 $175,466
Administration fees (see Note 8) 6,494 37,292 -- -- -- --
</TABLE>
For the years ended December 31, 1999, 1998 and 1997, the Local
Partnerships paid and/or incurred the following amounts to the General
Partner and/or affiliates in connection with services provided to the Local
Partnerships:
<TABLE>
<CAPTION>
1999 1998 1997
------------------- ------------------- -------------------
Paid Incurred Paid Incurred Paid Incurred
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Property management fees $110,593 $124,811 $118,604 $163,029 $ 84,628 $167,376
Insurance and other services 93,289 82,786 68,422 84,189 98,453 101,245
Advance -- -- -- -- 74,525 --
</TABLE>
32
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
7. Taxable Loss
A reconciliation of the financial statement net loss of the Partnership for
the years ended March 30, 2000, 1999 and 1998 to the tax return net loss
for the years ended December 31, 1999, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Financial statement net loss for the years ended
March 30, 2000, 1999 and 1998 $(1,370,463) $(2,543,362) $(1,684,224)
Add (less) net transactions occurring between
January 1, 1997 to March 30, 1997 -- -- (112,344)
January 1, 1998 to March 30, 1998 -- (40,964) 40,964
January 1, 1999 to March 30, 1999 (56,816) 56,816 --
January 1, 2000 to March 30, 2000 65,927 -- --
----------- ----------- -----------
Adjusted financial statement net loss for the years
ended December 31, 1999, 1998 and 1997 (1,361,352) (2,527,510) (1,755,604)
Differences arising from equity in loss of
investment in local partnerships (1,614,232) 399,244 (36,449)
Other income from local partnerships (33,238) (18,725) (9,975)
Other differences (1,638) 377 2,085
----------- ----------- -----------
Tax return net loss for the years ended December 31,
1999, 1998 and 1997 $(3,010,460) $(2,146,614) $(1,799,943)
=========== =========== ===========
</TABLE>
The differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Investment in local partnerships - financial reporting $ 3,598,518 $ 4,628,179
Investment in local partnerships - tax (6,866,921) (4,138,809)
------------ ------------
$ 10,465,439 $ 8,766,988
============ ============
</TABLE>
Payable to general partner in the accompanying balance sheets represents accrued
management and administration fees not deductible for tax purposes pursuant to
Internal Revenue Code Section 267.
33
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
8. Commitments and Contingencies
Pursuant to the Partnership Agreement, the Partnership is required to pay
the General Partner an annual management fee ("Management Fee") in the
amount of $175,466 for its services in connection with the management of
the affairs of the Partnership, subject to certain provisions of the
Partnership Agreement. the Partnership incurred a Management Fee of
$175,466 for each of the three years ended March 30, 2000. Unpaid
Management Fees in the amount of $43,861 are recorded as payable to general
partner and affiliates in the accompanying balance sheets as of March 30,
2000 and 1999.
In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the
Partnership. Since the inception of the Partnership, such administrative
services have been provided by ML Fund Administrators Inc. ("MLFA"), an
affiliate of the Selling Agent, pursuant to an Administrative Services
Agreement. MLFA resigned the performance of its basic services under the
Administrative Services Agreement effective November 23, 1999, with certain
transitional services to be continued until April 30, 2000. The General
Partner has transitioned the administrative services to an affiliate of the
General Partner without any changes to the terms of the Administrative
Services Agreement. Pursuant to such agreement, the Partnership is required
to pay an annual administration fee ("Administration Fee") in the amount of
$152,758 and an annual additional administration fee ("Additional
Administration Fee") in the amount of $30,965 for administrative services
provided to the Partnership, subject to certain provisions of the
Partnership Agreement. The Partnership incurred an Administration Fee and
an Additional Administration Fee in the amounts of $152,758 and $30,965,
respectively, for each of the three years ended March 30, 2000. Such
amounts are aggregated and reflected under the caption administration fees
in the accompanying statements of operations. Unpaid Administration Fees in
the amount of $30,798 are included in payable to general partner and
affiliates in the accompanying balance sheet as of March 30, 2000, while
unpaid Additional Administration Fees of $7,740 are included in accounts
payable and accrued expenses in the accompanying balance sheet as of March
30, 1999.
The rents of the Properties, many of which receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"), are subject to specific laws,
regulations and agreements with federal and state agencies. The subsidy
agreements expire at various times during and after the Compliance Periods
of the Local Partnerships. Since October 1997, the United States Department
of Housing and Urban Development ("HUD") has issued a series of directives
related to project based Section 8 contracts that define owners'
notification responsibilities, advise owners of project based Section 8
properties of what their options are regarding the renewal of Section 8
contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8
contracts, provide policies and procedures on setting renewal rents and
handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. The
Partnership cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could
adversely affect the future net operating income and debt structure of any
or all Local Partnerships currently receiving such subsidy or similar
subsidies. Four Local Partnerships' Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.
In connection with Cobbet's financing, the Partnership has provided
collateral to secure a letter of credit in the amount of $242,529, which
had been established for the purpose of covering future operating deficits,
if any, of Cobbet. The lender may draw directly from the letter of credit
to fund any operating deficits that exist and upon any default by Cobbet
with respect to any of the obligations under the loan agreement. At the end
of a 12-month period in which the property achieves positive cash flow, the
undrawn balance in the letter of credit and any amounts advanced under a
separate operating guaranty (not an obligation of the Partnership) shall be
released or reduced at the written request of Cobbet by $114,315.
Thereafter, in any subsequent 12-month period in which there is positive
cash flow, the same amount may be released. These releases will only be
made so long as Cobbet has complied with the conditions set forth by the
lender as provided in the loan agreement.
34
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
9. Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." The estimated fair
value amounts have been determined using available market information,
assumptions, estimates and valuation methodologies.
Cash and cash equivalents
The carrying amount approximates fair value.
Investments in bonds
Fair value is estimated based on market quotes provided by an independent
service as of the balance sheet dates.
Interest receivable
The carrying amount approximates fair value due to the terms of the
underlying investments.
The estimated fair value of the Partnership's financial instruments as of
March 30, 2000 and 1999 are disclosed elsewhere in the financial
statements.
35
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant has no officers or directors. The General Partner manages
Registrant's affairs and has general responsibility and authority in all matters
affecting its business. The responsibilities of the General Partner are
currently carried out by Richman Tax. The executive officers and directors of
Richman Tax are:
Served in present
Name capacity since (1) Position held
---- ---------------- -------------
Richard Paul Richman February 10, 1988 President and Director
David A. Salzman April 29, 1994 Vice President
Neal Ludeke February 10, 1988 Vice President and Treasurer
Gina S. Scotti February 10, 1988 Secretary
--------------------------------------------------------------------------------
(1) Director holds office until his successor is elected and qualified.
All officers serve at the pleasure of the Director.
Richard Paul Richman, age 52, is the sole Director and President of Richman Tax.
Mr. Richman is the President and principal stockholder of Richman Group. Mr.
Richman is involved in the syndication, development and management of
residential property. Mr. Richman is also a director of Wilder Richman Resources
Corp., an affiliate of Richman Tax and the general partner of Secured Income
L.P., a director of Wilder Richman Historic Corporation, an affiliate of Richman
Tax and the general partner of Wilder Richman Historic Properties II, L.P., a
director of Richman Tax Credits Inc., an affiliate of Richman Tax and the
general partner of the general partner of American Tax Credit Properties II
L.P., a director of Richman Housing Credits Inc., an affiliate of Richman Tax
and the general partner of the general partner of American Tax Credit Properties
III L.P. and a director of Richman American Credit Corp., an affiliate of
Richman Tax and the manager of American Tax Credit Trust, a Delaware statutory
business trust.
David A. Salzman, age 39, is a Vice President of Richman Tax and minority
stockholder of Richman Group. Mr. Salzman is responsible for the acquisition and
development of residential real estate for syndication as a Vice President of
acquisitions of Richman Group.
Neal Ludeke, age 42, is a Vice President and Treasurer of Richman Tax. Mr.
Ludeke, a Vice President and the Treasurer of Richman Group, is engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition, Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset Management, Inc. ("RAM"), an affiliate of Richman Tax. Mr. Ludeke's
responsibilities in connection with RAM include advisory services provided to a
small business investment company and various partnership management functions.
Gina S. Scotti, age 44, is the Secretary of Richman Tax. Ms. Scotti is a Vice
President and the Secretary of Richman Group. As the Director of Investor
Services, Ms. Scotti is responsible for communications with investors.
Item 11. Executive Compensation
Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Tax any remuneration. During the year ended March 30, 2000,
Richman Tax did not pay any remuneration to any of its officers or its director.
36
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Dominion Capital Inc., having the mailing address P.O. Box 26532, Richmond,
Virginia 23261, is the owner of 2,800 Units, representing approximately 6.8% of
all such Units. As of June 1, 2000, no person or entity, other than Dominion
Capital Inc., was known by Registrant to be the beneficial owner of more than
five percent of the Units. Richman Tax is wholly-owned by Richard Paul Richman.
Item 13. Certain Relationships and Related Transactions
The General Partner and certain of its affiliates are entitled to receive
certain fees and reimbursement of expenses and have received/earned fees for
services provided to Registrant as described in Notes 6 and 8 to the audited
financial statements included in Item 8 - "Financial Statements and
Supplementary Data" herein.
Transactions with General Partner and Affiliates
The net tax losses and net Low-income Tax Credits generated by Registrant during
the year ended December 31, 1999 allocated to the General Partner were $30,105
and $19,655, respectively. The net tax losses and net Low-income Tax Credits
generated by the General Partner during the year ended December 31, 1999 (from
the allocation of Registrant discussed above) and allocated to Richman Tax were
$20,471 and $13,365, respectively.
Indebtedness of Management
No officer or director of the General Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the year ended March 30, 2000.
37
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements
See Item 8 - "Financial Statements and Supplementary Data."
(2) Financial Statement Schedules
No financial statement schedules are included because of the absence
of the conditions under which they are required or because the
information is included in the financial statements or the notes
thereto.
(3) Exhibits
43
Incorporated by
Exhibit Reference to
------- ------------
3.1 Certificate of Limited Partnership of Exhibit 3.2 to Amendment No. 2
Registrant to the Registration Statement
on Form S-11 dated April 29,
1988 (File No. 33-20391)
10.1 4611 South Drexel Limited Partnership Exhibit 10.3 to Form 10-Q
Agreement of Limited Partnership Report dated December 30, 1989
(File No. 0-17619)
10.2 B & V, Ltd. Fourth Amended and Restated Exhibit 10.3 to Form 8-K
Agreement and Certificate of Limited Report dated January 17, 1989
Partnership (File No. 33-20391)
10.3 B & V Phase I, Ltd. Amended and Exhibit 10.1 to Form 10-Q
Restated Agreement of Limited Report dated September 29,
Partnership 1994
(File No. 0-17619)
10.4 B & V Phase I, Ltd. Assignment of Exhibit 10.4 to Form 10-K
Partnership Interests, Assumption of Report dated March 30, 1997
Responsibilities, and Waiver of (File No. 0-17619)
Conditions
10.5 Blue Hill Housing Limited Partnership Exhibit 10.7 to Form 8-K
Amended and Restated Agreement and Report dated January 17, 1989
Certificate of Limited Partnership (File No. 33-20391)
10.6 Cityside Apartments, L.P. Amended and Exhibit 10.3 to Form 10-K
Restated Agreement of Limited Report dated March 30, 1990
Partnership (File No. 0-17619)
10.7 Amendment No. 1 to Cityside Apartments, Exhibit 10.4 to Form 10-K
L.P. Amended and Restated Agreement of Report dated March 30, 1992
Limited Partnership (File No. 0-17619)
10.8 Amendment No. 2 to Cityside Apartments, Exhibit 10.5 to Form 10-K
L.P. Amended and Restated Agreement of Report dated March 30, 1992
Limited Partnership (File No. 0-17619)
38
<PAGE>
Incorporated by
Exhibit Reference to
------- ------------
10.9 Amendment No. 3 to Cityside Apartments, Exhibit 10.6 to Form 10-K
L.P. Amended and Restated Agreement of Report dated March 30, 1992
Limited Partnership (File No. 0-17619)
10.10 Cobbet Hill Associates Limited Exhibit 10.4 to Form 10-K
Partnership Amended and Restated Report dated March 30, 1990
Agreement and Certificate of Limited (File No. 0-17619)
Partnership
10.11 Cobbet Hill Associates Limited Exhibit 10.8 to Form 10-K
Partnership First Amendment to Amended Report dated March 30, 1993
and Restated Agreement and Certificate (File No. 0-17619)
of Limited Partnership
10.12 Cobbet Hill Associates Limited Exhibit 10.9 to Form 10-K
Partnership Second Amendment to the Report dated March 30, 1993
Amended and Restated Agreement and (File No. 0-17619)
Certificate of Limited Partnership
10.13 Dunbar Limited Partnership Second Exhibit 10.5 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-17619)
10.14 Dunbar Limited Partnership No. 2 Second Exhibit 10.6 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-17619)
10.15 Erie Associates Limited Partnership Exhibit 10.2 to Form 10-K
Amended and Restated Agreement and Report dated March 30, 1989
Certificate of Limited Partnership (File No. 33-20391)
10.16 Federal Apartments Limited Partnership Exhibit 10.8 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-17619)
10.17 First Amendment to Federal Apartments Exhibit 10.14 to Form 10-K
Limited Partnership Amended and Report dated March 30, 1993
Restated Agreement of Limited (File No. 0-17619)
Partnership
10.18 Second Amendment to Federal Apartments Exhibit 10.15 to Form 10-K
Limited Partnership Amended and Report dated March 30, 1993
Restated Agreement of Limited (File No. 0-17619)
Partnership
10.19 Golden Gates Associates Amended and Exhibit 10.1 to Form 8-K
Restated Agreement of Limited Report dated January 17, 1989
Partnership (File No. 33-20391)
10.20 Grove Park Housing, A California Exhibit 10.10 to Form 10-K
Limited Partnership Amended and Report dated March 30, 1990
Restated Agreement of Limited (File No. 0-17619)
Partnership
39
<PAGE>
Incorporated by
Exhibit Reference to
------- ------------
10.21 Gulf Shores Apartments Ltd. Amended and Exhibit 10.3 to Form 10-K
Restated Agreement and Certificate of Report dated March 30, 1989
Limited Partnership (File No. 33-20391)
10.22 Hilltop North Associates, A Virginia Exhibit 10.12 to Form 10-K
Limited Partnership Amended and Report dated March 30, 1990
Restated Agreement of Limited (File No. 0-17619)
Partnership
10.23 Madison-Bellefield Associates Amended Exhibit 10.2 to Form 8-K
and Restated Agreement and Certificate Report dated January 17, 1989
of Limited Partnership (File No. 33-20391)
10.24 Amended and Restated Articles of Exhibit 10.2 to Form 10-Q
Partnership in Commendam of Pine Hill Report dated December 30, 1989
Estates Limited Partnership (File No. 0-17619)
10.25 Santa Juanita Limited Dividend Exhibit 10.4 to Form 10-Q
Partnership Amended and Restated Report dated December 30, 1989
Agreement of Limited Partnership (File No. 0-17619)
10.26 Second Amendment of Limited Partnership Exhibit 10.23 to Form 10-K
of Santa Juanita Limited Dividend Report dated March 30, 1994
Partnership and Amendment No. 2 to the (File No. 0-17619)
Amended and Restated Agreement of
Limited Partnership
10.27 Amendment No. 1 to Santa Juanita Exhibit 10.1 to Form 10-Q
Limited Dividend Partnership L.P. Report dated September 29,
Amended and Restated Agreement of 1995
Limited Partnership (File No. 0-17619)
(Replaces in its entirety Exhibit
10.24 hereof.)
10.28 Amendment No. 2 to Santa Juanita Exhibit 10.2 to Form 10-Q
Limited Dividend Partnership L.P. Report dated September 29,
Amended and Restated Agreement of 1995
Limited Partnership (File No. 0-17619)
10.29 Vista Del Mar Limited Dividend Exhibit 10.1 to Form 10-K
Partnership Amended and Restated Report dated March 30, 1989
Agreement and Certificate of Limited (File No. 33-20391)
Partnership
10.30 Certificate of Amendment of Limited Exhibit 10.25 to Form 10-K
Partnership of Vista Del Mar Limited Report dated March 30, 1994
Dividend Partnership and Amendment No. (File No. 0-17619)
1 to the Amended and Restated Agreement
and Certificate of Limited Partnership
10.31 Amendment No. 1 to Vista del Mar Exhibit 10.3 to Form 10-Q
Limited Dividend Partnership L.P. Report dated September 29,
Amended and Restated Agreement of 1995
Limited Partnership (File No. 0-17619)
(Replaces in its entirety Exhibit 10.28
hereof.)
10.32 Amendment No. 2 to Vista del Mar Exhibit 10.4 to Form 10-Q
Limited Dividend Partnership L.P. Report dated September 29,
Amended and Restated Agreement of 1995
Limited Partnership (File No. 0-17619)
40
<PAGE>
Incorporated by
Exhibit Reference to
------- ------------
10.33 Amended and Restated Articles of Exhibit 10.1 to Form 10-Q Report
Partnership in Commendam of Winnsboro dated December 30, 1989
Homes Limited Partnership (File No. 0-17619)
10.34 The B & V, Ltd. Exhibit 10.2 to Form 10-Q Report
Investment Agreement dated September 29, 1994
(File No. 0-17619)
10.35 The B & V Phase I, Ltd. Exhibit 10.3 to Form 10-Q Report
Investment Agreement dated September 29, 1994
(File No. 0-17619)
27 Financial Data Schedule
99.22 Pages 21 through 35, 51 through 75 Exhibit 28 to Form 10-K Report
and 89 through 91 of Prospectus dated dated March 30, 1989
May 6, 1989 filed pursuant to Rule (File No. 33-20391)
424(b)(3) under the Securities Act
of 1933
99.23 Pages 16 through 19 of Prospectus Exhibit 28.2 to Form 10-K Report
dated May 6,1989 filed pursuant to dated March 30, 1990
Rule 424(b)(3) under the Securities (File No. 0-17619)
Act of 1933
99.24 Supplement No. 1 dated August 11, Exhibit 28.3 to Form 10-K Report
1988 to Prospectus dated March 30, 1991
(File No. 0-17619)
99.25 Supplement No. 2 dated September 20, Exhibit 28.4 to Form 10-K Report
1988 to Prospectus dated March 30, 1991
(File No. 0-17619)
99.26 December 31, 1992 financial statements Exhibit 28.26 to Form 10-K
of Cityside Apartments, L.P. pursuant Report dated March 30, 1993
to Title 17, Code of Federal (File No. 0-17619)
Regulations, Section 210.3-09
99.27 December 31, 1993 financial statements Exhibit 99.27 to Form 10-K
of Cityside Apartments, L.P. pursuant Report dated March 30, 1994
to Title 17, Code of Federal (File No. 0-17619)
Regulations, Section 210.3-09
99.28 December 31, 1994 financial statements Exhibit 99.28 to Form 10-K
of Cityside Apartments, L.P. pursuant Report dated March 30, 1995
to Title 17, Code of Federal (File No. 0-17619)
Regulations, Section 210.3-09
99.29 December 31, 1995 financial statements Exhibit 99.29 to Form 10-K
of Cityside Apartments, L.P. pursuant Report dated March 30, 1996
to Title 17, Code of Federal (File No. 0-17619)
Regulations, Section 210.3-09
99.30 December 31, 1996 financial statements Exhibit 99.30 to Form 10-K
of Cityside Apartments, L.P. pursuant Report dated March 30, 1997
to Title 17, Code of Federal (File No. 0-17619)
Regulations, Section 210.3-09
99.31 December 31, 1997 financial statements Exhibit 99.31 to Form 10-K
of Cityside Apartments, L.P. pursuant Report dated March 30, 1998
to Title 17, Code of Federal (File No. 0-17619)
Regulations, Section 210.3-09
99.32 December 31, 1997 financial statements Exhibit 99.32 to Form 10-K
of Blue Hill Housing Limited Report dated March 30, 1998
Partnership pursuant to Title 17, (File No. 0-17619)
Code of Federal Regulations,
Section 210.3-09
41
<PAGE>
Incorporated by
Exhibit Reference to
------- ------------
99.33 December 31, 1998 financial statements Exhibit 99.33 to Form 10-K
Report of Blue Hill Housing Limited dated March 30, 1999
Partnership pursuant to Title17, Code (File No. 0-17619)
of Federal Regulations, Section 210.3-09
99.34 December 31, 1999 financial statements
of Blue Hill Housing Limited Partnership
pursuant to Title 17, Code of Federal
Regulations, Section 210.3-09
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Registrant during the last quarter
of the period covered by this report.
(c) Exhibits
See (a)(3) above.
(d) Financial Statement Schedules
See (a)(2) above.
42
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties L.P.,
General Partner
by: Richman Tax Credit Properties Inc.,
general partner
Dated: June 28, 2000 /s/ Richard Paul Richman
------------- ------------------------------------------
by: Richard Paul Richman
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard Paul Richman President, Chief Executive June 28, 2000
---------------------------- Officer and Director of the -------------
(Richard Paul Richman) general partner
of the General Partner
/s/ Neal Ludeke Vice President and Treasurer June 28, 2000
---------------------------- of the general partner of the -------------
(Neal Ludeke) General Partner (Principal
Financial and Accounting
Officer of Registrant)
43
